Clean Energy Fuels Corp.

Previous wording

The preceding list is not intended to be an exhaustive list of all of the topics addressed by our forward-looking statements. Although the forward-looking statements we make reflect our good faith judgment based on available information, they are only predictions of future events and conditions. Accordingly, our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause or contribute to such differences include, among others, those discussed under “Risk Factors” in Part II, Item 1A of this report, as such factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to time, and it is not possible for us to predict all of the risks we may face. Nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be relied on or viewed as guarantees of future events or conditions.

Current wording

information, they are only predictions of future events and conditions. Accordingly, our forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause or contribute to such differences include, among others, those discussed under “Risk Factors” in Part II, Item 1A of this report, as such factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to time, and it is not possible for us to predict all of the risks we may face. Nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be relied on or viewed as guarantees of future events or conditions.

Previous wording

As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and BP Products North America, Inc. (“bp”) (see Note 3)) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy ADG RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.

Current wording

As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic digester gas (“ADG”) RNG joint venture projects with TotalEnergies S.E. and BP Products North America, Inc. (“bp”) (see Note 3 - Investments in Other Entities and Noncontrolling Interest in a Subsidiary in Part I, Item 1 of this report)) and conventional natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles; design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States (“U.S.”) and Canada; develop and own dairy ADG RNG production facilities; sell and service compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively, “Environmental Credits”) we generate by selling RNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtain federal, state and local tax credits, grants and incentives.

Previous wording

At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of March 31, 2025, we deliver RNG to the transportation market through 579 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 26 fueling stations in Canada as of March 31, 2025.

Current wording

At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of June 30, 2025, we deliver RNG to the transportation market through 580 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 26 fueling stations in Canada as of June 30, 2025.

Previous wording

Critically, to generate the valuable Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined. As of March 31, 2025, we served over 1,000 fleet customers operating over 50,000 vehicles on our fuels.

Current wording

participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our competitors combined. As of June 30, 2025, we served over 1,000 fleet customers operating over 50,000 vehicles on our fuels.

Previous wording

Impact of Tariffs, Inflation, Labor Shortage, Material Availability and Interest Rate

Current wording

Impact of Tariffs, Inflation, and Interest Rates

Previous wording

We continue to monitor changes in the U.S. Government’s trade policy, including the recently announced tariffs. Trade restrictions and increases in tariffs did not have a significant effect on our business, financial condition, and results of operations during the first quarter of 2025. The Company does not directly import products from regions subject to significant tariff increases, however we do not know whether, or the extent to which tariffs may impact our customers, which include fleet owners and operators across all heavy-duty trucking sectors. In addition, tariffs may increase the risk of elevated inflation, which may increase our input costs. The nature of such trade restrictions and tariffs remains unclear.

Current wording

We continue to monitor changes in the U.S. Government’s trade policy, including the recently announced tariffs. Trade restrictions and increases in tariffs did not have a significant effect on our business, financial condition, and results of operations during the second quarter of 2025. The Company does not directly import products from regions subject to significant tariff increases, however we do not know whether, or the extent to which tariffs may impact our customers, which include fleet owners and operators across all heavy-duty trucking sectors. In addition, tariffs may increase the risk of elevated inflation, which may increase our input costs. The nature of such trade restrictions and tariffs remains unclear.

Previous wording

In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. Additionally, disruptions in labor supply and in supply chains, have led to shortages of certain materials and equipment and higher labor costs that have continued to linger to some extent. The future duration and extent of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price increases for our products and services, our efforts to manage the current inflationary pressure and to recover inflation-based cost increases from our customers may be hampered by the structure of our contracts as well as the competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part II, Item 1A of this report.

Current wording

In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures. The future duration and extent of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price increases for our products and services, our efforts to manage the current inflationary pressure and to recover inflation-based cost increases from our customers may be hampered by the structure of our contracts as well as the competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part II, Item 1A of this report.

Previous wording

In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction cost of sales, and (4) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2022, 2023 and 2024 and for the three months ended March 31, 2024 and 2025. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.

Current wording

In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction cost of sales, and (4) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2022, 2023 and 2024 and for the three and six months ended June 30, 2024, and 2025. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.

Previous wording

*Fueling Station Equipment Removal.*In January 2025, we received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010 (“the Pilot Agreement”), which expires August 1, 2025 in accordance with the agreement. In March 2025, we made the decision to allow the Pilot Agreement to expire, and to remove the station equipment and site improvements from each of the sites. In connection with the removal of station equipment and site improvements, the Company recognized $50.7 million associated with the accelerated depreciation expense.

Current wording

*Fueling Station Equipment Removal.*In January 2025, we received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010 (“the Pilot Agreement”), which expired August 1, 2025 in accordance with the agreement. In March 2025, we made the decision to allow the Pilot Agreement to expire, and to remove the station equipment and site improvements from each of the sites. In connection with the removal of station equipment and site improvements, the Company recognized $50.7 million, in the first quarter of 2025, associated with the accelerated depreciation expense.

Previous wording

East Valley Dairy Farm Bankruptcy. In April 2024, the dairy farm partner to an ADG RNG production project located in East Valley, Idaho that is currently under construction by the 50-50 joint venture between us and BP Products North America Inc. (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho (the “Bankruptcy Court”). The bpJV is party to contracts with the dairy farm partner and certain of its affiliates (“the Debtors”) to lease land and to receive manure feedstock for the ADG RNG production facility currently in construction. The Company is gathering facts, closely monitoring the bankruptcy proceedings, and assessing possible future developments and alternatives. The Debtors subsequently filed multiple amended plans of reorganization, the most recent of which was filed on March 25, 2025 (the “Debtor Plan”) that, among other things, contemplates providing the Debtors until November 2027 to close on additional financing. The Debtor Plan includes a determination by the Debtors to “assume” (accept) the agreements between Debtor entities and bpJV entities, but the Debtor Plan is not guaranteed to be confirmed. During the bankruptcy proceeding, the dairy continues to operate. As of March 31, 2025, the bpJV has invested approximately $220 million to fund construction of the ADG RNG production project and other project-related costs. Remaining costs to complete the project are estimated to be approximately $54 million. Upon completion, the project is expected to produce approximately 3.5 million gallons of RNG annually.

Current wording

East Valley Dairy Farm Bankruptcy. In April 2024, the dairy farm partner to an ADG RNG production project located in East Valley, Idaho that is currently under construction by the 50-50 joint venture between us and bp (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho (the “Bankruptcy Court”). The bpJV is party to contracts with the dairy farm partner and certain of its affiliates (“the Debtors”) to lease land and to receive manure feedstock for the ADG RNG production facility currently in construction.

Previous wording

Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A, contained in this report and our 2024 Form 10-K. Except as set forth below, and in “Impact of Tariffs, Inflation, Labor Shortage, Material Availability and Interest Rate” above, there have been no material changes to such trends as described in the MD&A contained in our 2024 Form 10-K.

Current wording

Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A, contained in this report and our 2024 Form 10-K. Except as set forth below, and in “Impact of Tariffs, Inflation, Labor Shortage, Material Availability and Interest Rate” and “2025 Key Development – OBBBA Tax Law Changes above, there have been no material changes to such trends as described in the MD&A contained in our 2024 Form 10-K.

Previous wording

The market for our vehicle fuels is a relatively new and developing market, and has experienced slow, volatile or unpredictable growth in many sectors. For example, to date, adoption and deployment of natural gas vehicles, both in general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated. Slower growth may occur due to unfavorable macroeconomic events such as inflationary pressures, increased tariffs, lingering or reoccurring pandemic effects, supply chain challenges, government regulations related to other alternative fuels or products, regulatory uncertainty or other events.

Current wording

general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated. Slower growth may occur due to unfavorable macroeconomic events such as inflationary pressures, increased tariffs, lingering or reoccurring pandemic effects, supply chain challenges, government regulations related to other alternative fuels or products, regulatory uncertainty or other events.

Previous wording

Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have fluctuated significantly during 2022, 2023 and 2024 and will likely continue to be volatile. During the first quarter of 2025 RIN prices have been about 30% lower than the prices seen in 2024 and could continue to remain low throughout 2025.

Current wording

Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have historically fluctuated significantly and will likely continue to be volatile. During the first quarter and second quarter of 2025 RIN prices have been about 24% lower than the prices seen in 2024 and could continue to remain low throughout 2025.

Previous wording

Certain of the agreements governing our outstanding debt, which are discussed in Note 12, have financial and non-financial covenants with which we must comply. As of March 31, 2025, we were in compliance with all of these covenants.

Current wording

Certain of the agreements governing our outstanding debt, which are discussed in Note 12 – Debt in Part I, Item 1 of this report, have financial and non-financial covenants with which we must comply. As of June 30, 2025, we were in compliance with all of these covenants.

Previous wording

Our risk management activities are discussed in the MD&A contained in our 2024 Form 10-K. During the three months ended March 31, 2025, there were no material changes to these activities.

Current wording

Our risk management activities are discussed in the MD&A contained in our 2024 Form 10-K. During the six months ended June 30, 2025, there were no material changes to these activities.

Previous wording

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of accounting policies, some of which require us to make estimates and assumptions that affect the amounts reported and related disclosures in our condensed consolidated financial statements. We base our estimates on historical experience and various assumptions that

Current wording

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of accounting policies, some of which require us to make estimates and assumptions that affect the amounts reported and related disclosures in our condensed consolidated financial statements. We base our estimates on historical experience and various assumptions that we believe are reasonable under the circumstances. To the extent there are differences between these estimates and actual results, our financial condition or results of operations could be materially affected.

Previous wording

Our critical accounting policies and the related judgments and estimates are discussed in the MD&A contained in our 2024 Form 10-K. Except for certain updates relating to our goodwill impairment assessment, which are described below, there have been no other material changes to our critical accounting policies as described in the MD&A contained in our 2024 Form 10-K.

Current wording

Our critical accounting policies and the related judgments and estimates are discussed in the MD&A contained in our 2024 Form 10-K. Except for certain updates relating to our goodwill impairment assessment during the first quarter of 2025, which are described below, there have been no other material changes during the six months ended June 30, 2025 to our critical accounting policies as described in the MD&A contained in our 2024 Form 10-K.

Previous wording

A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test estimated the fair value of the Company’s single reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates. The carrying value exceeded fair value, by an amount greater than the carrying value of goodwill.

Current wording

A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test estimated the fair value of the Company’s single reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in

Previous wording

Accordingly, a goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million, which comprises the total amount of goodwill of the Company before giving effect to the impairment and was recognized as “Impairment of goodwill” on the consolidated statement of operations for the quarter ended March 31, 2025.

Current wording

Accordingly, a goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million, in the period ended March 31, 2025, which comprised the total amount of goodwill of the Company before giving effect to the impairment and is recognized as “Impairment of goodwill” on the consolidated statement of operations for the six month period ended June 30, 2025.

Previous wording

See Note 1 for a description of recently adopted accounting standards and recently issued accounting standards pending adoption.

Current wording

See Note 1 – General in Part I, Item 1 of this report for a description of recently adopted accounting standards and recently issued accounting standards pending adoption.

Previous wording

Service revenue. Service revenue for the three months ended March 31, 2025 decreased $0.8 million to $13.5 million, representing 13.0% of total revenue, compared to $14.3 million, representing 13.8% of total revenue, for the three months ended March 31, 2024. The decrease was primarily due to less work performed at private stations.

Current wording

Service revenue. Service revenue for the three months ended June 30, 2025 increased $0.5 million to $15.5 million, representing 15.1% of total revenue, compared to $15.0 million, representing 15.3% of total revenue, for the three months ended June 30, 2024. The increase was primarily due to higher service margins on less work performed at private stations.

Previous wording

Product cost of sales. Product cost of sales for the three months ended March 31, 2025 increased by $1.4 million to $67.8 million, representing 65.4% of total revenue, from $66.4 million, representing 64.0% of total revenue, in the three months ended March 31, 2024. The increase was primarily due to higher underlying natural gas commodity costs, with a $0.8 million decrease in station construction costs.

Current wording

Product cost of sales. Product cost of sales for the three months ended June 30, 2025 increased by $11.3 million to $65.2 million, representing 63.5% of total revenue, from $53.9 million, representing 55.0% of total revenue, in the three months ended June 30, 2024. The increase was primarily due to higher underlying natural gas commodity costs and increased volumes of vehicle fueling at our stations, with a $0.9 million increase in station construction costs.

Previous wording

Service cost of sales. Service cost of sales for the three months ended March 31, 2025 decreased by $1.0 million to $8.2 million, representing 7.9% of total revenue, compared with $9.2 million or 8.8% of total revenue in the three months ended March 31, 2024. The decrease was primarily due to the less work performed at private stations.

Current wording

Service cost of sales. Service cost of sales for the three months ended June 30, 2025 decreased by $0.8 million to $9.2 million, representing 9.0% of total revenue, compared with $10.0 million or 10.2% of total revenue in the three months ended June 30, 2024. The decrease was primarily due to less work performed at private stations.

Previous wording

Interest expense. Interest expense decreased by $0.3 million to $7.5 million in the three months ended March 31, 2025, from $7.8 million in the three months ended March 31, 2024, primarily due to lower amortization of debt discount and issuance costs.

Current wording

Interest expense. Interest expense in the three months ended June 30, 2025 decreased by $0.2 million to $7.7 million, from $7.9 million in the three months ended June 30, 2024, primarily due to lower amortization of debt discount.

Previous wording

Interest income. Interest income decreased by $0.7 million to $2.9 million in the three months ended March 31, 2025, from $3.6 million in the three months ended March 31, 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balance of the Company’s short-term investments.

Current wording

Interest income. Interest income in the three months ended June 30, 2025 decreased by $0.5 million to $3.1 million in the three months ended June 30, 2025, from $3.6 million in the three months ended June 30, 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balance of the Company’s short-term investments.

Previous wording

Loss from equity method investments. Loss from equity method investments increased by $1.3 million to $6.7 million in the three months ended March 31, 2025, from $5.4 million in the three months ended March 31, 2024, due to the operating results of SAFE S.p.A., Rimere, and our joint ventures with TotalEnergies and bp.

Current wording

Loss from equity method investments. Loss from equity method investments increased by $0.7 million to $6.5 million in the three months ended June 30, 2025, from $5.8 million in the three months ended June 30, 2024, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with bp.

Previous wording

*Income tax (expense) benefit.*Income tax benefit was $0.2 million and $2.9 million for the three months ended March 31, 2024 and 2025, respectively. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and the Company’s expected state tax expense.

Current wording

*Income tax (expense).*Income tax expense was $0.8 million for the three months ended June 30, 2024 and $0.1 million for the three months ended June 30, 2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and the Company’s expected state tax expense.

Previous wording

*Loss attributable to noncontrolling interest.*During the three months ended March 31, 2024 and 2025, we recorded a gain of $0.2 million and $0.1 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2025 periods.

Current wording

*Loss attributable to noncontrolling interest.*During the three months ended June 30, 2024 and 2025, we recorded a gain of $0.2 million and $0.2 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2025 periods.

Previous wording

Product revenue. Product revenue for the three months ended March 31, 2025 increased by $0.9 million to $90.3 million, representing 87.0% of total revenue, compared to $89.4 million, representing 86.2% of total revenue, for the three months ended March 31, 2024. The increase was primarily due to (1) higher pricing partially due to higher underlying natural gas commodity costs in the first quarter of 2025 as compared to the first quarter of 2024 and increased volumes of vehicle fueling at our stations, partially offset by an increase of $4.4 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon warrant, resulting in an $8.1 million net increase in fuel sales from the prior year period and (2) an increase in LCFS revenue of $4.0 million primarily due to the timing of a sale of certain LCFS credits for the three months ended March 31, 2024 being transacted in April 2024. The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $3.6 million principally attributable to lower RIN credit prices, lower volume, and lower share of RIN values in the first quarter of 2025 when compared to that in the same period of 2024, (2) a decrease in AFTC revenue of $5.4 million in part due to the expiration of the program in December 2024, and (3) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized loss of $0.6 million in the first quarter of 2025 compared to an unrealized gain of $1.6 million in same period of 2024.

Current wording

Product revenue. Product revenue for the six months ended June 30, 2025 increased by $5.0 million to $177.4 million, representing 86.0% of total revenue, compared to $172.4 million, representing 85.5% of total revenue, for the six months ended June 30, 2024. The increase was primarily due to (1) higher pricing partially due to higher underlying natural gas commodity costs in the six month ended June 30, 2025 as compared to the same period in 2024 and increased volumes of vehicle fueling at our stations, partially offset by an increase of $7.7 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon warrant, resulting in an $18.6 million net increase in fuel sales from the prior year period, (2) an increase in LCFS revenue of $2.3 million primarily due to higher low-CI volume and a higher share of LCFS values in the six months ended June 30, 2025 when compared to that same period of 2024 and (3) an increase in station construction sales of $2.2 million due to increased construction activities. The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $3.9 million principally attributable to lower RIN credit prices and lower volume partially offset by a higher share of RIN values in the six months ended June 30, 2025 when compared to that in the same period of 2024, (2) a decrease in AFTC revenue of $11.4 million due to the expiration of the program in December 2024, and (3) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized loss of $1.1 million in the six months ended June 30, 2025 compared to an unrealized gain of $1.7 million in same period of 2024.

Previous wording

Selling, general and administrative. Selling, general and administrative expenses increased by $1.3 million to $27.5 million in the three months ended March 31, 2025, from $26.2 million in the three months ended March 31, 2024. The increase was primarily driven by a $2.2 million increase in general business, selling and administrative expenses, partially offset by a $0.9 million decrease in stock-based compensation expense due to vesting of equity awards granted in prior period.

Current wording

Selling, general and administrative. Selling, general and administrative expenses increased by $0.3 million to $54.9 million in the six months ended June 30, 2025, from $54.6 million in the six ended June 30, 2024. The increase was primarily driven by a $1.6 million increase in general business, selling and administrative expenses, partially offset by a $1.3 million decrease in stock-based compensation expense due to vesting of equity awards granted in the prior period.

Previous wording

Depreciation and amortization. Depreciation and amortization increased by $51.1 million to $62.3 million in the three months ended March 31, 2025, from $11.2 million in the three months ended March 31, 2024. The increase was primarily due to the accelerated depreciation expense relating to the change in depreciable life of the Pilot station assets.

Current wording

Depreciation and amortization. Depreciation and amortization increased by $49.8 million to $72.2 million in the six months ended June 30, 2025, from $22.4 million in the six months ended June 30, 2024. The increase was primarily due to the accelerated depreciation expense relating to the change in depreciable life of the Pilot station assets.

Previous wording

Impairment of goodwill. Impairment of goodwill increased by $64.3 million to $64.3 million in the three months ended March 31, 2025, from $0.0 million in the three months ended March 31, 2024, which is the goodwill impairment loss for the Company’s single reporting unit, which was recognized in the amount of $64.3 million and comprises the total amount of goodwill of the Company.

Current wording

Impairment of goodwill. Impairment of goodwill increased by $64.3 million in the six months ended June 30, 2025, from $0.0 million in the six months ended June 30, 2024. This represents the goodwill impairment loss for the Company’s single reporting unit, which was recognized in the first quarter of 2025 in the amount of $64.3 million and comprises the total amount of goodwill of the Company.

Previous wording

Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls related to our existing joint ventures, or any other joint venture we may enter into in the future; the amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash provided by our operating activities to fluctuate as a result of a number of factors, including our operating results and the factors that affect these results, including the amount and timing of our vehicle fuel sales, station construction sales, sales of RINs and LCFS Credits and recognition of government credits, grants and incentives, if any; fluctuations in commodity, station construction and labor costs; supply chain issues and unfavorable macroeconomic events, including inflationary pressures; environmental credit prices; variations in the fair value of certain of our derivative instruments that are recorded in revenue; and the amount and timing of our billing, collections and liability payments.

Current wording

Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls related to our existing joint ventures, or any other joint venture we may enter into in the future; the amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash provided by our operating

Previous wording

Operating Activities. Cash provided by operating activities was $23.4 million in the three months ended March 31, 2025, compared to cash provided by operating activities of $2.6 million in the comparable 2024 period. The increase in cash provided by operating activities was primarily attributable to higher contributions relating to the procurement and sales of natural gas in the three months ended March 31, 2025 when compared to the same period in 2024. Additionally, changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash contributed to the increase in cash provided by operating activities in the three months ended March 31, 2025 when compared to the same period in 2024.

Current wording

Operating Activities. Cash provided by operating activities was $59.3 million in the six months ended June 30, 2025, compared to cash provided by operating activities of $21.4 million in the comparable 2024 period. The increase in cash provided by operating activities was primarily attributable to changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash. Additionally, higher contributions relating to the procurement and sales of natural gas in the six months ended June 30, 2025 when compared to the same period in 2024 contributed to the increase in cash provided by operating activities in the six months ended June 30, 2025 when compared to the same period in 2024.

Previous wording

Investing Activities. Cash provided by investing activities was $7.4 million in the three months ended March 31, 2025, compared to cash used in investing activities of $19.9 million in the comparable 2024 period. The increase in cash provided by investing activities was primarily attributable to a $20.3 million increase in net maturities of short-term investments in the three months ended March 31, 2025 when compared to the same period in 2024, a 2.0 million decrease in disbursements in loan receivable, and a $5.5 million net decrease in capital expenditures on property and equipment and on RNG production projects.

Current wording

Investing Activities. Cash used in investing activities was $6.6 million in the six months ended June 30, 2025, compared to cash used in investing activities of $3.9 million in the comparable 2024 period. The increase in cash used in investing activities was primarily attributable to a $13.9 million decrease in net maturities of short-term investments in the six months ended June 30, 2025 when compared to the same period in 2024, partially offset by a $3.6 million net decrease in capital expenditures on property and equipment and on RNG production projects, a 3.0 million decrease in disbursements in loan receivable, and a $5.0 million increase on proceeds from disposal of property and equipment.

Previous wording

Financing Activities. Cash used in financing activities was $1.9 million in the three months ended March 31, 2025, compared to cash provided by financing activities of $1.8 million in the comparable 2024 period. The increase in cash used in financing activities was primarily attributable to lower cash receipts of incentive payments relating to our Adopt-a-Port program, higher cash payments on repurchases of our common stock and higher repayment of proceeds for our Adopt-a-Port program, partially offset by lower cash payments of debt issuance fees relating to our debt instruments.

Current wording

Financing Activities. Cash used in financing activities was $10.2 million in the six months ended June 30, 2025, compared to cash provided by financing activities of $0.9 million in the comparable 2024 period. The increase in cash used in financing activities was primarily attributable to higher cash payments on repurchases of our common stock, lower cash receipts of incentive payments relating to our Adopt-a-Port program, and higher repayment of proceeds for our Adopt-a-Port program, partially offset by lower cash payments of debt issuance fees relating to our debt instruments.

Previous wording

Our business plan calls for approximately $30.0 million in capital expenditures in 2025. These capital expenditures primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and

Current wording

Our 2025 business plan calls for approximately $30.0 million in capital expenditures primarily related to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to fund these expenditures primarily through cash on hand and cash generated from operations.

Previous wording

We had total indebtedness, consisting of our debt and finance leases, of approximately $307.7 million in principal amount as of March 31, 2025, of which approximately $0.7 million, $0.9 million, $0.8 million, $0.3 million, $305.0 million and $0.0 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.

Current wording

We had total indebtedness, consisting of our debt and finance leases, of approximately $313.0 million in principal amount as of June 30, 2025, of which approximately $0.5 million, $1.1 million, $1.1 million, $0.3 million, $310.0 million and $0.0 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.

Previous wording

In accordance with the terms of the Stonepeak Credit Agreement, the Company has elected to pay a portion of its interest in kind (“PIK”) up to a total of $15 million, in increments of $5 million on each quarter-end of March 31, 2025, June 30, 2025 and September 30, 2025. Accordingly, the Company’s outstanding principal balance increased from $300 million to $305 million as of March 31, 2025. Based on our outstanding indebtedness, applicable interest rate and our election to PIK a portion of the interest, we expect our total cash interest payment obligations relating to our indebtedness to be approximately $14.9 million in 2025, $2.2 million of which had been paid when due as of March 31, 2025. We plan to and believe we are able to make all expected interest payments in the next 12 months.

Current wording

In accordance with the terms of the Stonepeak Credit Agreement, the Company has elected to pay a portion of its interest in kind (“PIK”) up to a total of $15 million, in increments of $5 million on each quarter-end of March 31, 2025, June 30, 2025 and September 30, 2025. Accordingly, the Company’s outstanding principal balance increased from $300 million to $310 million as of June 30, 2025. Based on our outstanding indebtedness, applicable interest rate and our election to PIK a portion of the interest, we expect our total cash interest payment obligations relating to our indebtedness to be approximately $15.0 million in 2025, $4.7 million of which had been paid when due as of June 30, 2025. We plan to and believe we are able to make all expected interest payments in the next 12 months.

Previous wording

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $143.3 million as of March 31, 2025, of which approximately $12.3 million, $16.5 million, $16.6 million, $15.8 million, $15.0 million and $67.1 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.

Current wording

We also have indebtedness, including the amount representing interest, from our operating leases of approximately $140.1 million as of June 30, 2025, of which approximately $8.2 million, $16.8 million, $16.8 million, $16.1 million, $15.3 million and $66.9 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.